BRS Statement On Companies That Have Not Complied With Providing Beneficial Ownership Copies

On October 17, 2024, the Registrar of Companies issued Directive No. 1 of 2024 under Section 93A of the Companies Act. This directive allowed private companies until November 30, 2024, to comply with the requirement to file a copy of their register of beneficial owners. Please note that the deadline for compliance has lapsed and consequently, in accordance with Section 894(1) of the Companies Act, the Registrar of Companies has formed a reasonable belief that the listed companies on https://brs.go.ke/boi-notice may not be conducting business or not in operation, based on the following grounds:

1. Failure to file annual returns and financial statements for a period of five (5) years or more as stipulated under Section 894(1A)(a), and

2. Non-compliance with directives under Section 93A (failure to lodge a copy of the register of beneficial ownership).

All companies contained in the list are required to:

i. Confirm in writing within thirty (30) days from the date of this letter whether the company is currently active and operating.

ii. Provide supporting evidence, which may include: Recent financial statements or tax filings and copies of active trade licenses, contracts, or invoices;

iii. Submit all outstanding statutory documents including Annual Returns and the Beneficial Ownership register.

Companies are expected to respond to the Registrar on compliance@brs.go.ke within 30 days from the date of this notice. If you do not respond to this inquiry within the specified timeframe of 30 days, further action may be taken under Section 894(2). This could include the issuance of a final letter and the publication of a notice in the Gazette, with the intention of removing your company's name from the Register.

The Beneficial Ownership Information guide is available at https://brs.go.ke/guides-and-handbooks/.